2012-373 EMS - Sunguard Public Secotr Inc for CAD Replacement $589,875

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agree to invoke this level of dispute resolution, operations, will operate without Defects. For each then the Parties may seek any and all rights and Defect, SunGard Public Sector, as soon as remedies that may be available to them, subject to reasonably practicable and at its own expense, will the limitations otherwise provided for in this provide Customer with an avoidance procedure for Agreement. Each Party shall bear its own costs or a correction of the Defect. If, despite its incurred in connection with such dispute resolution reasonable efforts, SunGard Public Sector is process. unable to provide Customer with an avoidance procedure for or a correction of a Defect, then, (c) Equitable Relief. Notwithstanding anything subject to the limitations set forth in Section 16 of contained in the Agreement to the contrary, the this Agreement, Customer may pursue its remedy Parties shall be entitled to seek injunctive or other at law to recover direct damages resulting from equitable relief whenever the facts or the breach of this limited warranty. These circumstances would permit a Party to seek remedies are exclusive and are in lieu of all other equitable relief in a court of competent jurisdiction remedies, and SunGard Public Sector's sole without obligation to post bond. obligations for breach of this limited warranty are contained in this Section 7(a). (b) Taxes. Customer is responsible for paying all taxes (except for taxes based on (b) Disclaimer of Warranty. The limited SunGard Public Sector's net income or capital warranty in Section 7(a) is made to Customer stock) relating to this Agreement, the Software, exclusively and is in lieu of all other warranties. any services provided or payments made under SUNGARD PUBLIC SECTOR MAKES NO this Agreement. Applicable tax amounts (if any) OTHER WARRANTIES WHATSOEVER, are NOT included in the fees set forth in this EXPRESS OR IMPLIED, WITH REGARD TO Agreement. If Customer is exempt from the ANY SERVICES PROVIDED UNDER THIS payment of any such taxes, Customer must AGREEMENT AND/OR THE SOFTWARE, IN provide SunGard Public Sector with a valid tax WHOLE OR IN PART. SUNGARD PUBLIC exemption certificate; otherwise, absent proof of SECTOR EXPLICITLY DISCLAIMS ALL Customer's direct payment of such tax amounts to WARRANTIES OF MERCHANTABILITY AND OF the applicable taxing authority, SunGard Public FITNESS FOR A PARTICULAR PURPOSE. Sector will invoice Customer for and Customer will SUNGARD PUBLIC SECTOR EXPRESSLY pay to SunGard Public Sector all such tax DOES NOT WARRANT THAT THE SOFTWARE, amounts. IN WHOLE OR IN PART, WILL BE ERROR (c). Scheduled Resource Changes: For FREE, WILL OPERATE WITHOUT training and on-site project management sessions INTERRUPTION OR WILL BE COMPATIBLE which are cancelled at the request of Customer WITH ANY HARDWARE OR SOFTWARE within fourteen (14) days of the scheduled start OTHER THAN THE EQUIPMENT. CUSTOMER date, Customer is responsible for entire price of WAIVES ANY CLAIM THAT THE LIMITED the training or on-site project management plus WARRANTY SET FORTH IN SECTION 7(A) OR incurred expenses. Notwithstanding, SunGard THE REMEDY FOR BREACH OF SUCH Public Sector will endeavor to reschedule LIMITED WARRANTY FAILS OF ITS SunGard Public Sector personnel in order to ESSENTIAL PURPOSE. mitigate Customer's costs and expenses under this section. To the extent SunGard Public Sector (c) Abrogation of Limited Warranty. The is successful in such rescheduling, Customer's limited warranty in Section 7(a) will be null and payment obligations shall be reduced. void if: (i) anyone (including Customer) other than SunGard Public Sector modifies the Baseline Component System; or (ii) Customer does not 7. Limited Warranty, Disclaimer of Warranty implement changes that SunGard Public Sector and Election of Remedies. provides to correct or improve the Baseline Component System. If despite any modification of (a) Limited Software Warranty by SunGard the Component System, SunGard Public Sector Public Sector and Remedy For Breach. For each can replicate the reported problem in the Baseline Component System, SunGard Public Sector Component System as if the problem were a warrants to Customer that, for a period of twelve Defect, then SunGard Public Sector will (12) months after the Delivery Date, the Baseline nonetheless provide Customer with an avoidance Component System, as used by Customer on the procedure for or a correction of that reported Equipment for its own, non-commercial computing problem for use in the Baseline Component Page 5 of 30 SPS License 7/1/2010